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THE GOVERNMENT

THE GOVERNMENT

DECREE No.44-CP OF JULY 15, 1995 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL COFFEE CORPORATION

THE GOVERNMENT

Pursuant to the Law on Organization of the Government on September 30, 1992;

Pursuant to Item 1, Article 27 of the Law on State Enterprises;

At the proposal of the Managing Board of the Vietnam National Coffee Corporation,

DECREES:

Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam National Coffee Corporation issued together with this Decree.

Article 2.- The Minister of Finance, the Minister of Agriculture and Food Industry, the Governor of the State Bank and the concerned Ministers, the Heads of ministerial-level agencies, the Heads of the agencies attached to the Government shall base themselves on this Decree to guide the implementation.

Article 3.- The Ministry of Agriculture and Food Industry shall have to discuss further with the People's Committees of the provinces, Darlac and Gia Lai provinces in particular, to draw up a list of additional member units of the Vietnam National Coffee Corporation, and submit it to the Prime Minister for decision no later than the end of October 1995.

Article 4.- This Decree takes effect from the date of its signing.

The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the People's Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam National Coffee Corporation shall have to implement this Decree.

On behalf of the Government

Prime Minister

VO VAN KIET

STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL COFFEE CORPORATION

(Ratified together with Decree No.44-CP of July 15, 1995 of the Government)

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam National Coffee Corporation (hereafter referred to as the Corporation) is a large State enterprise composed of independent- accounting enterprises, dependent-accounting enterprises, and non-business units closely related to one another in economic interests, finance, technology, supply, consumption, service, information, training, research and marketing, operation in production, business, import and export of the coffee industry. The Corporation is established by the Prime Minister aimed at increasing the accumulation, concentration, specialization and cooperation in production in order to fulfill the tasks assigned by the State, raise the capabilities and business efficiency of the member units and of the entire Corporation, and meet the needs of the economy.

Article 2.-

1. The Corporation has the legal person status under Vietnamese law;

2. Its international transaction name is VIETNAM NATIONAL COFFEE CORPORATION, or VINACAFE in abbreviation;

3. The main office of the Corporation is located in Hanoi City;

4. The Corporation has its organizational and operational statute, and managerial and executive apparatus;

5. It has its own capital and properties, and takes responsibility for its debts within the capital under its management;

6. It has its own seal, bank accounts at the State treasury and banks inside and outside the country;

7. It has its balance of properties, and centralized funds according to Government prescriptions and under the guidance of the Ministry of Finance.

Article 3.- The Corporation has the task of carrying out coffee development and business according to the State coffee planning and development plan. It shall develop business in other branches aimed at efficiently exploiting the land and climate of the region and territory assigned under the prescriptions of law. It shall take the initiative in production and business, including the drafting of the development plan, preparation for investment, and creating the source of investment capital and carrying out the investment. It shall supply material and equipment; conduct the cultivation, the policy of supporting the growing of coffee and the improvement of coffee strains; conduct research and experimentation, transfer of scientific and technical know-how, processing and marketing products; conduct export and import, cooperation, joint venture, and linkage with economic organizations inside and outside the country in conformity with law and the State policies.

Article 4.- The Corporation submits to the State management of the ministries, ministerial-level agencies, agencies attached to the Government, the People's Committees in the provinces and cities directly under the Central Government in their capacity as State managerial agencies. At the same time it submits to the management of these agencies in their capacity as the representative of the right of ownership over State enterprises, as stipulated in the Law on State Enterprises and other prescriptions of law.

Article 5.- The Corporation is managed by the Managing Board and run by the General Director.

Article 6.- The organization of the Communist Party of Vietnam within the Corporation operates according to the Constitution, the law of the Socialist Republic of Vietnam and the regulations of the Party.

The Trade Union organization and other socio-political organizations within the Corporation operate according to the Constitution and law.

Chapter II

RIGHTS AND DUTIES OF THE CORPORATION

Section I:

RIGHTS OF THE CORPORATION

Article 7.-

1. The Corporation has the right to manage and use its capital and the land, and other natural resources and sources entrusted by the State according to the law in order to achieve the targets and fulfill the tasks assigned by the State in each period.

2. The Corporation has the right to reassign to its member units for management and use of the sources which it has received from the State, and to readjust the sources assigned to its member units in necessary cases and in line with the common development plan of the entire Corporation.

3. The Corporation is entitled to invest, enter into cooperation or joint venture, contribute stocks, and buy part or the whole property of another or other enterprises as prescribed by law.

4. The Corporation is entitled to assign, rent, mortgage and pawn property under its management, except the important equipment and workshops which, by prescription of the Government, must have the permission of the authorized State agency, and on the principle of preserving and developing the capital. These rights shall be exercised according to the prescriptions of the relevant laws with regard to the land and other resources under the Corporation's management.

Article 8.- The Corporation has the following rights in the organization of management and business:

1. To organize the managerial apparatus and organize business in conformity with the objective and tasks assigned by the State;

2. To renew technology and equipment;

3. To set up branches and representative offices of the Corporation in the country and abroad as prescribed by law;

4. To conduct business in such trades and occupations as suit the objectives and tasks assigned by the State; to broaden the scope of business according to the capabilities of the Corporation and market demand; and is authorized to conduct other businesses if permitted by the authorized State agency;

5. To select its own market and to divide the markets among its member units; to directly conduct import and export according to prescriptions of the State;

6. To decide itself the price bracket, or the buying and selling prices of the main materials, raw materials and services, the minimum export and maximum import prices, except those products and services of which the prices are set by the State;

7. To work out and apply the norms for labor, materials, unit price of wage per unit of product based on total turnover or profit, and in the framework of the norms and unit prices set by the State;

8. To assign responsibilities in the recruitment, hiring, assignment, employment and training of labor, to select the forms of wage and bonus payment, and exercise other rights of the employer as provided for by the Labor Code and other prescriptions of law; to decide the wages and bonuses for the laborers on the basis of the unit prices of wage per unit of product, or the service fees and the effectiveness of the operations of the Corporation;

9. To invite and receive foreign business partners to work with the Corporation in Vietnam; and send delegations abroad to work, study, and research, except for the President of the Managing Board and the General Director who must get the permission of the Prime Minister. The sending abroad of other members of the Managing Board, the Deputy General Director, and the Directors of the member units of the Corporation shall be decided by the President of the Managing Board. The sending abroad of other persons in the assisting apparatus shall be decided by the General Director.

Article 9.- The Corporation has the following powers in financial management:

1. To use the capital and the various funds of the Corporation to meet in time the business requirements on the principle of preservation and effectiveness. It has to reimburse capital or fund used contrarily with the purpose;

2. To mobilize capital of its own for business activities but without changing the form of ownership; to issue bonds as defined by law; to mortgage the land use right associated with the property under the management of the Corporation at Vietnamese banks in order to borrow capital for business according to prescriptions of law;

3. To set up, manage and use the centralized funds and the capital depreciation fund at the level and rate of deduction, and under the regime of utilization and management of these funds stipulated in the Financial Regulations of the Corporation;

4. The Corporation may use the remaining profits after fulfilling all obligations to the State to set up development investment funds and other funds as prescribed, in order to distribute to the laborers according to the contribution of each to the business results in the year, and according to the shares they have contributed (if any);

5. The Corporation is entitled to the regime of subsidies, price subsidies and other preferential regimes of the State when performing its production or supply tasks in service of national defense and security, and the prevention and fight against natural calamities, or in service of public interests, or in the supply of products and services in accordance with the price policy of the State which cannot make up for the production cost or service cost which the Corporation has spent on these products and services;

6. The Corporation is entitled to the investment or reinvestment preferential regime as prescribed by the State.

Article 10.- The Corporation and its member units may refuse and denounce all requests for resource supply not stipulated by law by any individual or organization, except the voluntary contributions for humanitarian purposes and public interest.

Section II.

OBLIGATIONS OF THE ORPORATION

Article 11.-

1. The Corporation has the duty to receive and efficiently use, maintain and develop the capital allocated by the State, including the part of the capital investment in other enterprises; accept and efficiently use the natural resources including land, and other sources assigned by the State to realize the targets in business, production, development, processing and marketing of coffee, and the tasks assigned by the State.

2. The Corporation has the obligation:

a/ To collect or pay the debts recorded in the property balance of the Corporation at the time of its establishment.

b/ Pay the international credits received by the Corporation by decision of the Government.

c/ To pay the credits directly borrowed by the Corporation or borrowed by its member units with guaranty from the Corporation and under trust contracts if these units are unable to pay.

Article 12.- The Corporation has the following tasks in managing its business operations:

1. To register for business and conduct its business in accordance with the registration. To take responsibility before the State for the results of its operations and before the customers and law for its products and services;

2. To work out its development strategy, its five-year and annual plans, its plans for investment in production and business development of the Corporation in conformity with the orientation for the development of the coffee industry of the State and the demand of the market;

3. In cooperation with the Vietnam Coffee and Cacao Association to guide the production, development, processing and marketing of coffee products in the whole country, and to unify the exportation of coffee by its member units in conformity with the export regulation of the Corporation;

4. To sign and organize the implementation of economic contracts signed with its partners;

5. To meet the need of the market, and achieve stabilization of prices for the coffee growers as prescribed by the State;

6. To renew and modernize the technology and mode of management; to use the income generated by the assignment of property to re-invest, renew the equipment and technology of the Corporation;

7. To perform its obligations toward the laborers as prescribed by the Labor Code, and ensure the participation of the laborers in the management of the Corporation;

8. Together with the member units, the Corporation shall have to care for the socio-economic development in the areas where its member units are located, with special attention to the areas inhabited by people of ethnic minorities, the newly reclaimed areas, the remote areas, and areas with difficult access where the people's life still meet with many hardships; and to build up economic and cooperative relations in investment, technical application, promotion of farming and expansion of coffee growing with units outside the Corporation, especially coffee growing by the population, in the gardens and on the hills, thus contributing to the elimination of famine and alleviation of poverty. The Corporation shall take part in the improvement of the ecology through the regreening of bare hills and mountains, thus helping to increasing coffee export;

9. To carry out the regulations of the State with regard to the protection of natural resources and the environment, national defense and security;

10. To abide by the regime of statistical and accountancy reporting and periodical reporting as prescribed by the State, and also the regime of irregular reporting at the request of the representative of the owner, and take responsibility for the accuracy of the reports;

11. To submit to the control of the representative of the owner; to abide by the regulations concerning the inspection by the financial agency and other authorized State agencies as prescribed by law.

Article 13.-

1. The Corporation has the duty to correctly carry out the regime and other regulations on the management of capital, property, the various funds, book-keeping, cost accounting, the audit regime and other regimes prescribed by the State, and to take responsibility for the accuracy of its financial operations.

2. The Corporation has the duty to make public its annual financial reports and other information so that a correct and objective evaluation can be made of its operations as prescribed by the Government.

3. The Corporation shall have to fulfill its obligation of paying taxes and other remittances to the State budget as prescribed by law. In case the property mobilized by the Corporation among its member units is recorded in the form of increase or decrease of capital, the Corporation shall not have to pay registration tax. The semi-finished products transferred internally among the member units in order to continue finishing, or the services mutually conducted by the member units in service of production shall not have to pay turnover tax.

Chapter III

THE MANAGING BOARD, THE CONTROL COMMISSION

Article 14.-

1. The Managing Board performs its function of managing the operations of the Corporation, and takes responsibility before the Government for the development of the Corporation in accordance with the tasks assigned by the State.

2. The Board has the following powers and tasks:

a/ To receive capital (including debts), land, natural resources and other sources assigned to the Corporation by the State.

b/ To examine and approve the plans proposed by the General Director concerning the allocation of capital and other resources to the member units, and the plan for the regulation of capital and other resources among the member units; to control and supervise the realization of these plans.

c/ To control and supervise all activities of the Corporation; the utilization, preservation and development of the capital and other sources assigned; the realization of the resolutions and decisions of the Managing Board and the regulations of law; and the discharge of the obligations toward the State.

d/ To adopt the proposals of the General Director to be submitted to the Prime Minister for ratification concerning the strategy, planning and plan for long-term development, the five-year plans of the Corporation; decide the annual targets and plan of the Corporation, and report them to the Prime Minister.

e/ To organize the examination and submit to the authorized agency for adoption the plans of investment, new investment projects, projects of investment in cooperation with foreign parties with capital managed by the Corporation.

f/ To submit to the Prime Minister for approval, and in case of accreditation by the Prime Minister, decide the joint venture projects with foreign countries as provided for by the Government; to decide the joint venture projects in the country and other economic contracts of great value. To submit to the Head of the authorized State agency for approval the investment in the projects of Group A. If empowered, it shall decide projects of Group C and a number of projects in Group B. It can empower the General Director or the Directors of its member units to approve the small investment projects. It ratifies the plan for organizing the management and business activities of the Corporation presented by the General Director. It may propose the establishment, splitting, merger or dissolution of member units as prescribed by law.

g/ To issue and supervise the implementation of the economic and technical norms and criteria, including unit price of wages, unit prices and norms in specialized construction, circulation fees in export-import, product criteria, trade marks, within the Corporation at the proposal of the General Director and on the basis of the common regulation of the branch and of the country.

h/ To work out and submit to the Prime Minister for approval the Statute on organization and operation of the Corporation, and the amendments and supplements to the Statute. To approve the Statutes and the Regulations on organization and operation of the member units, and the amendments or supplements to these Statutes and Regulations at the proposal of the General Director. It can decide to open branches and representative offices of the Corporation in the country and abroad in accordance with the procedures defined by law.

To elaborate the Financial Regulations of the Corporation on the basis of the Model Financial Regulations published by the Ministry of Finance, and submit it to the Ministry of Finance for approval before the issuance.

i/ With regard to the personnel of the managing and executive apparatus of the Corporation:

- To propose the Head of the agency accredited by the Prime Minister to submit to the Prime Minister for decision to appoint, dismiss, commend or discipline the General Director.

- To propose the Head of the agency accredited by the Prime Ministry to appoint, dismiss, commend or discipline the Deputy General Directors and the Chief Accountant of the Corporation.

- To appoint, dismiss, commend or discipline the Directors of the member units at the proposal of the General Director; decide the total personnel of the managerial and operational apparatus of the Corporation, and may readjust it when necessary at the proposal of the General Director.

j/ To adopt the plan proposed by the General Director concerning the founding and utilization of the centralized funds corresponding with the business and financial plans of the Corporation.

k/ To examine the plans for capital mobilization (in all forms) and guarantee the borrowings and liquidation of property of the member units, to decide or submit to the Prime Minister for decision, according to the principles mentioned in Item 4, Article 37 of this Statute.

l/ To adopt the quarterly, six-month and annual operational report of the Corporation, and the annual synthetic financial report (including the property balance) of the Corporation and the member units presented by the General Director, and request the General Director to make public the annual financial report as prescribed by the Ministry of Finance.

m/ To issue the Regulation on the safeguard of business secrecy, internal economic information and State secrets as prescribed by law, for uniform application in the entire Corporation.

3. The Managing Board comprises 5 members to be appointed and dismissed by the Prime Minister at the proposal of the Minister of Agriculture and Food Industry. The criteria of the persons to be nominated as members of the Managing Board shall comply with the provision in Article 32 of the Law on State Enterprises.

4. The Managing Board shall comprise a number of full-time members, including the President of the Board, a member who is also Chairman of the Control Commission, and a number of half-time members who are specialists operating in the domains of economy, finance, business management and law.

5. The President of the Managing Board must not be also General Director of the Corporation.

6. The term of office of the members of the Managing Board is five (5) years. A member of the Managing Board may be re-appointed. He/she may also be dismissed and replaced in the following cases:

a/ Law-breaking, or violation of the Statute of the Corporation.

b/ He/she has proved to be incapable of assuming the task assigned, as suggested by at least two thirds of the incumbent members of the Managing Board.

c/ He/she asks to withdraw for plausible reasons.

d/ There is a decision to assign them to another task.

7. The President of the Managing Board has the duty to organize the implementation of the tasks and powers of the Board stipulated in Item 2 of this Article.

8. Working regime of the Managing Board:

a/ The Managing Board shall adopt the system of collective work. It shall meet regularly every quarter to examine and decide questions under its jurisdiction and responsibility. When necessary, it can convene extraordinary meetings to resolve urgent questions of the Corporation at the proposal of the President of the Managing Board, or the General Director, or the Chairman of the Control Commission, or more than 50% of members of the Managing Board.

b/ The President of the Managing Board shall convene and preside over all the meetings of the Board. When he is absent for a plausible reason, he shall empower a member in the Board to chair the meeting on his behalf.

c/ The meetings of the Managing Board shall be valid only when at least two thirds of the members are present. The documents to be discussed at the meetings must be sent to all the members of the Board and the invited persons at least five days in advance. The contents and conclusions of the meetings of the Managing Board must be recorded in written minutes to which all the members present at the meetings must affix their signatures. Any resolution or decision of the Managing Board shall be valid only when they receive the approval by vote of more than 50% of the members of the Board. A member of the Managing Board may have his or her reservations about the resolutions or decisions.

d/ When the Managing Board meets to examine questions related to the development strategy, the planning and the five-year and annual plans, the major investment projects, the projects of joint venture with foreign countries and the annual financial reports, and to issue the systems of economic, or the technical norms and criteria of the Corporation, it must invite the authorized representatives of the concerned ministries and branches. In case the meeting deals with an important question related to the local administration, it must invite the representative of the People's Committee at the provincial level. In case the issue relates to the interest and obligations of the laborers in the Corporation, the Managing Board shall have to invite a representative of the Trade Union of the coffee service. These representatives may speak but do not take part in the voting. When they discover that the resolutions or decisions of the Managing Board are damaging the common interests, they may send a written petition to the Managing Board and at the same time report to the Heads of the agencies which they represent, so that they may examine and settle the question according to their competence. If necessary, the Heads of these agencies may report the question to the Prime Minster.

e/ The resolutions and decisions of the Managing Board are binding on the whole Corporation. In case the opinion of the General Director differs from the resolution or decision of the Managing Board, the General Director may express his reservations and submit it to the authorized State agency for settlement. Pending the resolution of the authorized State agency, he still has to abide by the resolution and decision of the Managing Board.

f/ The operational expenditures of the Managing Board and the Control Commission including wages and allowances of the members of the Managing Board, the members of the Control Commission and the specialists assistants, shall be accounted for in the managerial fees of the Corporation. The General Director shall have to assure the necessary conditions and means for the operation of the Managing Board and the Control Commission.

Article 15.- Assisting body of the Managing Board:

1. The Managing Board uses the operational apparatus and the seal of the Corporation to carry out its tasks.

2. The Managing Board is assisted by from 5 specialists who work on a full-time basis.

3. The Managing Board shall set up the Control Commission to help it in the inspection and supervision of the operational activities of the General Director, the assisting apparatus of the Corporation and the member units of the Corporation in their operational and financial activities, in the implementation of the Statute of the Corporation and the resolutions and decisions of the Managing Board, and in the observance of State law.

Article 16.- Interests and responsibilities of the members of the Managing Board:

1. The full-time specialists shall receive their basic wages according to the wage scheme of State employees, and their wages according to the regime of wage distribution in a State enterprise as prescribed by the Government, and shall receive bonuses corresponding to the results of the operations of the Corporation.

The half-time members shall receive responsibility allowances and bonuses as prescribed by the Government.

2. Members of the Managing Board:

a/ Under no circumstances shall they place themselves in a position that might restrict the observance of honesty and public mindedness, or provoke contracdictions between the interests of the Corporation and personal interests.

b/ Under no circumstances shall they abuse their powers for personal interests, or take any action of usurping the business opportunities of the Corporation, or damaging the interests of the Corporation.

c/ Under no circumstances shall they take actions beyond the powers of the Managing Board prescribed in this Statute.

3. The members of the Managing Board who are the President of the Board or General Director of the Corporation, are not allowed to use his title to set up a private enterprise, a limited liability company, or a stock company. They shall not hold managerial or executive posts in such economic units. They are also forbidden to entertain economic contract relations with units in which their spouses, parents or children hold managing or executive posts.

4. The spouse, parents and siblings of the President of the Managing Board and the General Director shall not hold the posts of Chief Accountant or Cashier at the Corporation and its member units.

5. The members of the Managing Board shall have to take collective responsibility before the Prime Minister and the law for all its resolutions and decisions. In case they fail to accomplish the tasks assigned, violate the Statute of the Corporation, take wrong decisions or abuse power to cause damage to the Corporation and the State, they shall have to take responsibility and make material compensations for the damage caused by them as stipulated by law.

Article 17.- The Control Commission:

1. The Control Commission shall comprise five members headed by a member of the Managing Board as assigned by the Board. The four others are appointed, dismissed, commended or disciplined by the Managing Board. One member is an accountancy specialist, another shall be presented by the Congress of workers and employees of the Corporation, another presented by the Minister of the controlling Ministry, and the fourth presented by the Director General of the General Department of State Capital and Property Management at the Enterprises.

2. A member of the Control Commission must not be a spouse, a parent or sibling of the General Director, the Deputy General Director or the Chief Accountant of the Corporation, and must not cumulate any other responsibly in the executive apparatus of the Corporation, or any other posts in the member enterprises of the Corporation, or other enterprises in the same economic-technical branch as the Corporation.

3. A member of the Control Commission must:

a/ Be a specialist in accountancy and audit, economy, in the coffee industry and have a deep knowledge of law.

b/ Have at least five years of experience in the various specialties.

c/ Have no previous convictions related to economic activities.

4. The term of office of the members of the Control Commission is five years. In the process of work, they may be replaced if they fail to accomplish their tasks.

5. The members of the Control Commission shall receive wages and bonuses to be decided by the Managing Board according to the common regime of the State.

Article 18.- Tasks, powers and responsibilities of the Control Commission:

1. To carry out the tasks assigned by the Managing Board in controlling and supervising the executive activities of the General Director, the assisting apparatus and the member units of the Corporation in their financial activities and in their implementation of law, the Statute of the Corporation, and the resolutions and decisions of the Managing Board.

2. To report to the Managing Board periodically every quarter and every year and on specific affairs, concerning the results of its control and supervisory work; to detect and report in time to the Managing Board any irregular activities and signs of law-breaking within the Corporation.

3. Not to disclose the results of control and supervision unless permitted by the Managing Board. To take responsibility before the Managing Board and law for any act of deliberate ignorance or cover-up for the law breaking acts already detected.

Chapter IV

THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

Article 19.-

1. The General Director shall be appointed, dismissed, commended and disciplined by the Prime Minister at the proposal of the Managing Board to the Minister of the controlling ministry and the Minister-Chairman of the Government Commission on Organization and Personnel who shall then submit it to the Prime Minister. The General Director is the legal person representative of the Corporation and takes responsibility before the Managing Board, the Prime Minister and law for directing the operations of the Corporation. The General Director holds the highest executive authority in the Corporation.

2. The Deputy General Director assists the General Director in running one or a number of domains of activity of the Corporation as assigned or empowered by the General Director. He takes responsibility before the General Director and law for the tasks assigned or delegated by the General Director.

3. The Chief Accountant of the Corporation assists the Director General in directing and organizing the conduct of accountancy and statistical work of the Corporation. He has the powers and tasks prescribed by law.

4. The Office and the professional and specialized sections shall provide consultancy for and assist the Managing Board and the General Director in managing and directing the operations.

Article 20.- The General Director has the following tasks and powers:

1. Together with the Managing Board, to sign the reception of capital (including debts), land, natural resources, and other sources assigned by the State for management and utilization, according to the objectives and tasks which the State has assigned to the Corporation. To assign the resources entrusted by the State to the member units of the Corporation according to the plan already ratified by the Managing Board. To suggest to the Managing Board to adjust the capital and other sources when reassigning them to the member units and adjusting them by increasing or decreasing the capital when there is a change in the tasks.

2. To make effective use of, and preserve and develop the capital under the plan already ratified by the Managing Board. To work out the plan for capital mobilization, submit it to the Managing Board for approval, and organize the implementation of that plan. To carry out and direct the Financial Company of the Corporation to carry out the capital mobilization and lending, in service of the capital need of the Corporation and the member units.

3. To work out the development strategy, the long-term annual plans, the program of action for the protection and exploitation of the natural resource of the Corporation, the plan of production and business, projects for new investment and in-depth investment, investment projects in cooperation with foreign countries, the joint venture program, business cooperation of the member units, plans for personnel training within the Corporation, and measures for the realization of economic contracts of major value to submit to the Managing Board for examination and decision, or to the subsequent submission to the authorized State agencies for decision. To organize the realization of the strategy, plans, programs, projects and measures already approved.

4. To run business activities of the Corporation, take responsibility for the results of the Corporation business, to carry out the tasks assigned by the State to the Corporation; to take responsibility before the Managing Board, the Prime Minister and the law for the stabilization of prices for the coffee growers as prescribed by the State.

5. To work out and submit to the Managing Board for approval the economic and technical norms, the circulation fees in export-import, products criteria, wage unit price, and the unit prices and norms in specialized construction, in accordance with the common regulations of the coffee service and of the State. To organize the implementation and control of the implementation of these norms, criteria and unit prices within the whole Corporation.

6. To propose to the Managing Board to submit to Head of the State agency empowered by the Prime Minister to appoint, dismiss, commend and discipline the Deputy General Director and the Chief Accountant of the Corporation; to propose to the Managing Board to appoint, dismiss, commend and discipline the Directors of the member units. To appoint, dismiss, commend, and discipline the Deputy Directors and Chief Accountants of the member units, the Directors of dependent units of the member units and equivalent posts, at the proposal of the Directors of the member units. To appoint, dismiss, commend and discipline the Heads and Deputy Heads of the sections and of the Office of the Corporation.

7. To work out and submit to the Managing Board for approval the total personnel of the managing apparatus of the Corporation, and the adjustment plan in case of a change in the organization and personnel of the managing apparatus of the Corporation and of the member units; to establish and personally direct the assisting apparatus; to control the implementation of the decisions on the personnel of the managing apparatuses of the member units; to submit to the Managing Board for approval the Statutes, and Organizational and Operational Regulations of the member units elaborated by the Directors of these units; to ratify the plan for establishing, reorganizing and dissolving the dependent units of the member units proposed by the Directors of the member units.

8. To work out and submit to the Managing Board for approval the regulations on labor, wages, commendations and discipline applied within the Corporation.

9. To organize the running of the Corporation's affairs according to the resolutions and decisions of the Managing Board; to report to the Managing Board and the authorized State agencies the results of the business operations of the Corporation, including the quarterly, half-year and annual reports, the general financial report, and the property balance of the Corporation.

The general financial report must be clearly divided into two parts, one concerning the centralized accounting of the Corporation, and the other the accountings of the independent-accounting member units. It must be submitted to the Managing Board for adoption. The general financial report must be based on the documents already certified by the legal audit agencies;

10. To carry out and control the carrying out by the member units of the tax payment obligation and other payments as prescribed by law and the State. To draw up the plan for distribution of the after-tax profits of the Corporation, and submit it to the Managing Board for approval as provided for by the State;

11. o supply fully all the documents requested by the Managing Board and the Control Commission. To prepare documents for the meetings of the Managing Board;

12. To place himself/herself under the control and supervision of the Managing Board, the Control Commission and the other authorized State agencies in the realization of his/her executive duties;

13. To have the right to apply measures exceeding his/her jurisdiction in emergency cases (such as natural calamities, enemy sabotage, fires, accidents), and to take responsibility for his/her relevant decisions; at the same time, to report immediately to the Managing Board and the authorized State agencies for subsequent solution.

Chapter V

THE COLLECTIVE OF LABORERS IN THE CORPORATION

Article 21.- The Congress of Workers and Employees of the Corporation is the direct forum for the laborers to take in the management of the Corporation. The Congress has the following rights:

1. To discuss the elaboration of the collective labor bargain for the representative of the collective of laborers to negotiate and sign it with the General Director.

2. To discuss and adopt the regulations for the utilization of the funds directly related to the interests of the laborers in the Corporation.

3. To discuss and make suggestions to the planning, plan, the evaluation of the result of business, to propose measures for labor protection and improvement of the working conditions, the material and spiritual living conditions, and the environmental hygiene, as well as to the training and re-training of laborers in the Corporation.

4. To present candidates to the Managing Board and the Control Commission.

Article 22.- The Congress of Workers and Employees is organized and operates under the guidance of the Vietnam General Confederation of Labor.

Chapter VI

MEMBER UNITS OF THE CORPORATION

Article 23.-

1. The Vietnam National Coffee Corporation has its member units which are independent-accounting State enterprises, dependent-accounting units and non-business units (see list in attached Appendix).

2. The member units of the Corporation have their own seals, are allowed to open their accounts at the State treasury and banks in conformity with their modes of accounting.

3. The member units of the Corporation which are independent-accounting units and dependent-accounting units shall have their own organization and operating Statutes. The non-business units of the Corporation shall have their own organizational and operating Statutes. These Statutes and Regulations have to be ratified by the Managing Board in conformity with law and the Statute of the Corporation.

4. The member units of the Corporation shall have to join the local administration in socio-economic development, in safeguarding common security and order in the area, and in the strictly observance of the rules and regulations of the localities in conformity with law.

Article 24.- With regard to the member units which are independent-accounting State anterprises:

1. The independent-accounting State enterprise in the Corporation has the right to business and financial autonomy, is bound in interest and duties to the Corporation according to the regulations in this Statute.

2. The Managing Board and the General Director of the Corporation have the following rights over the member units which are independent-accounting enterprises:

a/ To empower the enterprise Director to manage and run the operations of the enterprise in conformity with the Statute of the enterprise already ratified by the Managing Board of the Corporation. The Director shall take responsibility before the Managing Board and the General Director of the Corporation for the activities of his/her enterprise;

b/ To appoint, dismiss, commend and discipline the Director, Deputy Director(s) and the Chief Accountant.

c/ To ratify the plans, to inspect the execution of the plans, the financial statement, and the liquidation of properties; to define the level to be deducted for the reward and welfare funds of the enterprise according to the financial statute of the Corporation.

d/ To deduct part of the capital depreciation fund and the after-tax profit according to the financial statute of the Corporation in order to establish centralized funds of the Corporation for use in reinvestment and the execution of the investment projects at the member units.

e/ To ratify the plans and programs for expanded investment and in-depth investment, joint venture, retrieval of part of the capital, assignment of stocks under the management of the Corporation held by the various member enterprises.

f/ To regulate the financial sources, including foreign exchange reserves, among different member units aimed at achieving the highest results in the use of capital in the whole Corporation, and on the basis of ensuring that the total assets of the enterprises from which part of the capital has been withdrawn shall not be lower than the total debts plus the prescribed capital of the enterprise which has been readjusted correspondingly with the tasks or size of this enterprise.

g/ To ratify the forms of wage payment, wage unit price and other measures aimed at ensuring the livelihood and the working conditions for the workers and employees of the enterprise.

h/ To expand or reduce the scope of business operation of the member enterprise under the common development strategy of the Corporation.

i/ To ratify the Organizational and Operational Statute of the enterprise, including the assignment of the power to the Director of the enterprise concerning the organization of the managing apparatus of the enterprise; recruitment, commendation, promotion and discipline of workers and employees; the level of credits (borrowing, lendings, buyings and sellings with delayed payments); buying and selling of fixed assets; buying and selling of stocks of the stock companies, buying and selling of patents of inventions, innovations and technological transfers; taking part in joint venture units and economic associations; and other issues related to the autonomy of a State enterprises as defined by the Law on State Enterprises.

j/ To control the operations of the enterprise, and ask it to report on the financial situation and the results of its business operations.

Article 25.- The members of the Corporation which are independent-accounting enterprises have the right to financial and business autonomy, and take responsibility for the debts and commitments within the capital managed and used by the enterprises. More concretely.

1. In the development investment strategy:

a/ The enterprise is assigned or accredited to organize the realization of the development investment projects according to the plan of the Corporation. The enterprise shall be allocated sources by the Corporation to carry out the projects.

b/ The enterprise can invest on its own in the development projects outside the projects directly managed by the Corporation. In this case, it shall mobilize fund by itself and take financial responsibility.

2. In business activities, the enterprise shall draw up and organize the implementation of its own plan on the basis of:

a/ Ensuring the norms, targets and objectives as well as the major balances, the main technical and economic norms (including unit price and prices) of the enterprise in accordance with the overall plan of the Corporation.

b/ The plan of business expansion based on the optimum use of all resources in the possession of the enterprise or mobilized by itself in conformity with the needs of the market.

3. In financial operations and economic accounting:

a/ The enterprise shall be assigned part of the capital and other resources allocated by the State to the Corporation which is reassigned by the Corporation to the enterprise. The enterprise has the duty to preserve and develop the capital and these resources.

b/ The enterprise is entitled to mobilize fund and other credit sources as prescribed by law in order to carry out its business plan and development investment plan.

c/ The enterprise is entitled to establish its own fund for capital construction investment fund, the production expansion fund, the reward fund, the welfare fund, and the financial reserve fund as prescribed by the financial regulations of the Corporation. The enterprise has the duty to deduct its budget to contribute to the centralized funds of the Corporation, and is entitled to use these funds as defined in the Statute of the Corporation and the decisions of the Managing Board.

d/ The enterprise shall have to pay taxes and fulfill other financial obligations (if any) to the State as prescribed by law.

e/ The enterprise may be empowered by the Corporation to carry out contract with customers inside and outside the country on behalf of the Corporation.

4. In the domain of organization, personnel and labor:

a/ The enterprise may propose to the Corporation to consider and decide, or it may be empowered by the Corporation to establish, reorganize, or dissolve the dependent units, and organize the managing apparatus of the enterprise as defined in the Status of the Corporation and the enterprise's own Statute.

b/ In the framework of the payroll allowed by the Corporation, the enterprise is entitled to recruit and appoint, use or lay off the employees in its managing and business apparatus. The appointment or dismissal of the posts in the managing apparatus of the enterprise and its dependent units as well as the designing and application of the wage and salary system shall comply with the assignment of power of the Corporation as defined in this Statute.

c/ The enterprise has the responsibility to care for the development of the manpower resource in order to ensure the realization of the development strategy and the business tasks of the enterprise; to care for the improvement of the working and living conditions of the laborers according to the Labor Code and the Law on Trade Union.

Article 26.- The members which are dependent-accounting units:

1. They have the right to financial and business autonomy as assigned by the Corporation, and are bound in obligation and interests to the Corporation. The Corporation takes final responsibility for the financial obligations arising from the commitments of these units;

2. They are entitled to sign economic contracts, take the initiative in undertaking business, financial, organizational and personnel activities as assigned or empowered by the Corporation. The powers and tasks of the dependent-accounting units are concretized in their Organizational and Operational Statutes ratified by the Managing Board.

Article 27.- The non-business units have their own Organizational and Operational Statutes ratified by the Managing Board. They adopt the regime of covering expenditures with revenues, are entitled to create their own sources of revenues from the carrying out of services, contracts on scientific research and training for units inside and outside the country; are entitled to the distribution of the reward and welfare funds according to the prescribed regime. In case this distribution is lower than the average of the Corporation, they may be compensated by the reward and welfare funds of the Corporation.

Article 28.-

1. The Financial Company is an independent accounting member enterprise of the Corporation, operating under law and the guidance of the Governor of the State Bank, and according to the Organizational and Operational Statute ratified by the Managing Board and under the direction of the General Director of the Corporation.

2. The Financial Company is entrusted with the task of mobilizing and lending capital to meet the needs in capital of the Corporation and member units through preferential credit loans of the Government, commercial credits of the banks and financial institutions inside and outside the country. It can issue bonds and stocks, enterprise bonds, construction project bonds, buy and sell valuable papers and vouchers as prescribed by law; mobilize idle capital of the units in the coffee industry and among the workers and employees of the Corporation.

3. The Financial Company also mobilizes funds for the investment projects of the Corporation, and performs other services as prescribed by Statute of the Corporation and the Financial Company Statute within the Corporation issued by the State Bank. With regard to major projects, the investors shall directly sign contracts while the Financial Company performs the service function.

4. The units shall use the capital of the Financial Company on the principle of borrowing and repaying, apply the regime of internal interest rate proposed by the Financial Company and ratified by the General Director of the Corporation with the accreditation of the Managing Board.

Chapter VII

MANAGEMENT OF THE CAPITAL ONTRIBUTED BY THE CORPORATION AND MEMBER ENTERPRISES TO OTHER ENTERPRISES

Sction I.

MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION TO OTHER ENTERPRISES

Article 29.- With regard to the capital contributed by the Corporation to other enterprises, the Managing Board of the Corporation has the following rights and obligations:

1. To adopt the plan for capital contribution worked out by the General Director in order to decide according to the powers as assigned in Point 2, Item 2, Article 14 of this Statute;

2. At the proposal of the General Director, to appoint, dismiss, commend and discipline the person directly managing the capital of the Corporation at the enterprise to which the Corporation has contributed capital;

3. To supervise and control the use of the capital contributed by the Corporation to other enterprises; take responsibility for the efficiency in the utilization, preservation and development of the capital already contributed; collect profits from the capital contributed by the Corporation to other enterprises.

Article 30.- Rights and obligations of the persons directly managing the capital contributed by the Corporation to other enterprises:

1. To hold managerial and executive posts at the enterprises having capital contributed by the Corporation under the Statute of the enterprise concerned;

2. To monitor and supervise the operations of this enterprise;

3. To observe the regime of reporting and take responsibility before the Managing Board of the Corporation for the efficiency in the utilization of the capital contributed by the Corporation to this enterprise.

Section II.

MANAGEMENT OF THE CAPITAL CONTRIBUTED BY AN INDEPENDENT - ACCOUNTING MEMBER ENTERPRISE TO OTHER ENTERPRISES

Article 31.- An independent-accounting member enterprise can contribute capital to other enterprises as designated by the Corporation. With regard to the capital contributed by the enterprise to other enterprises, the Director has the following rights and obligations in managing this capital:

1. To work out the program of capital contribution for the General Director to submit to the Managing Board of the Corporation for approval;

2. To appoint, dismiss, commend and discipline the persons directly managing the capital at other enterprises where the enterprise has contributed capital;

3. To supervise and control the use of the capital contributed by the enterprise; to take responsibility for the efficiency in the utilization, preservation and development of the capital already contributed; to collect the profits from the capital contributed by the enterprise to other enterprises.

Article 32.- Rights and obligations of the person directly managing the capital contributed by the enterprise to other enterprises:

1. To assume various managerial and executive posts at the enterprise where his/her enterprise has contributed capital under the Statute of this enterprise;

2. To monitor and supervise the business operations of the enterprise where his/her enterprise has contributed capital;

3. To observe the regime of reporting defined by the Director; to take responsibility before the Managing Board and the General Director of the Corporation and the Director concerning the efficiency in the utilization of the capital contributed by his/her enterprise to the enterprise where he/she is assigned to managerial or executive post.

Section III.

JOINT VENTURE ENTERPRISES

Article 33.- The joint venture enterprises shall operate in coffee production, processing and business and conducting accounting under the Law on Foreign Investment in Vietnam, the Statute on Joint Venture Enterprises and the resolutions of the Council of Joint venture Enterprises to which the Vietnam National Coffee Corporation is a party. This joint venture enterprise takes direct responsibility for the discharge of obligations under Vietnam law.

Chapter VIII

FINANCE OF THE CORPORATION

Article 34- The Corporation performs the regime of general accountancy, financial autonomy in business in conformity with the Law on State Enterprises, other provisions of law, the Statute and Financial Regulations of the Corporation

Article 35.-

1. The prescribed capital of the Corporation is composed of:

a/ The capital assigned by the State at the time of the founding of the Corporation;

b/ Additional investment by the State (if any);

c/ Deduction from the after-tax profit to supplement the capital as currently prescribed by the Financial Regulations of the Corporation;

d/ Other sources (if any);

2. At each increase or decrease of capital, the Corporation shall have to adjust in time its capital in the balance of property, and make public the capital of the Corporation after readjustment.

Article 36.-

1. The Corporation may establish and use centralized funds to ensure high efficiency of the development process of the Corporation.

2. The centralized funds of the Corporation are established according to the Statute of the Corporation, the Financial Regulations of the Corporation and by decision of the Managing Board. They comprise:

a/ The development investment fund, established from the capital depreciation funds and the deduction of profits of the member units as prescribed by the Ministry of Finance, the profits from the capital contributed by the Corporation to the enterprises, and other sources.

The capital depreciation funds and the profit from reinvestment of the dependent-accounting units of the Corporation are concentrated at the Corporation for investment according to the annual plan.

If the Corporation mobilizes capital depreciation funds of the independent-accounting member units, it shall have to observe the principle of borrowing and repayment and at the internal interest rate ratified by the General Director with the accreditation of the Managing Board and under the guidance of the Ministry of Finance.

b/ The centralized scientific research and training fund for allocation to the units entrusted with scientific research, training and retraining in the whole Corporation is formed by the deduction from the production development funds of the member units and the training allocations from the State budget (if any), and other sources, including those collected by the non-business units of the Corporation from the realization of their services and scientific research and training contracts signed with the enterprises and non-business units inside and outside the country.

c/ The financial reserve fund, the reward fund, the welfare fund are founded under the direction of the Ministry of Finance. The concrete level of reduction and remittance of the above funds and their use are defined in the Financial Regulations of the Corporation.

Article 37.- Financial autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, self-balancing of its revenues and expenditures. It has the responsibility to preserve and develop the various business capital sources, including the capital contributed to other enterprises.

2. It takes the responsibility of paying the debts recorded in the property balance of the Corporation and other financial commitments, if any;

3. It supervises the financial operations in the whole Corporation.

4. All credit relations (borrowing, lending, buying and selling of goods with delayed payment, guarantee) between the Corporation and the partners outside the Corporation must comply with the assigned norms for each borrowing as prescribed by the Ministry of Finance.

5. The Corporation shall have to draft, submit and register the financial plan and the financial reports and the property balance of the Corporation to the authorized State agencies, and submit its annual general financial accounts to the Ministry of Finance. The latter shall control and notify the annual general financial accounts of the Corporation.

6. The Corporation shall have to pay the taxes and other remittances under the current law and according to the Financial Regulations of the Corporation, with the exclusion of the taxes already paid by the member units. It is entitled to use the profits after fulfilling its tax duties toward the State as currently prescribed.

7. The profit earned by the Corporation or member units from the capital they contributed to other enterprises shall not be subject to profit tax, if these enterprises have paid profit tax before the dividends are apportioned to the capital contributors.

8. The financial operations of the member units of the Corporation, and the relationship in financial operation between the Corporation and the member units shall be effected in conformity with the Statute and Financial Regulations of the Corporation.

9. The material responsibility of the Corporation in its business relations and in civic relations is limited to the total capital of the Corporation made public at the latest point of time.

10. The Corporation has to seriously observe the Ordinance of Accountancy and Statistics, the current regime of accountancy and financial reports for State-owned enterprises.

11. The Corporation places itself under the control and supervision in financial matters and business operations by the authorized State agencies as prescribed by law.

Chapter IX

RELATIONS BETWEEN THE ORPORATION AND THE STATE AGENCIES AND THE LOCAL DMINISTRATION

Article 38.- Relation with the Government:

1. To observe law, seriously carry out Government regulations related to the Corporation and the State enterprises;

2. To carry out the development plans and strategy of the Corporation in the master plan and strategy of development of the service and territorial development of the State;

3. To observe the regulations on the founding, splitting, merger and dissolution and the policies on organization and personnel, and the regimes on financial, credit, tax and revenue policy regimes, and the regimes on accountancy and statistics;

4. To submit to the control and inspection regarding the observance of law, undertakings, policies and regimes of the State at the Corporation;

5. To be entitled to make proposals on solution regarding the mechanism and the managerial policy of the State concerning the Corporation;

6. To be entitled to manage and use capital, properties, land and other resources assigned by the State in order to carry out the business duties and to have the obligation to preserve and develop these resources;

7. To benefit the regimes of allowances and subsidies and other regimes as provided for by the Government.

Article 39.- Relation with the Ministry of Finance:

1. The Corporation submits to the State management from the Ministry of Finance in the following domains:

a/ The Corporation must abide by the financial, accounting and tax regimes and the regime of the planning and accounting apparatus.

b/ It must submit to the regime of financial audit and internal audit within the Corporation;

2. The Ministry of Finance is the agency assigned by the Government to carry out a number of functions of the owner of the Corporation in the following domains:

a/ Determination of the capital, natural resources and other resources assigned by the State to the Corporation for management and use;

b/ Inspection of the effective use, preservation and development of the capital and other resources assigned to it during the process of operation reflected in the annual financial statement;

c/ Ratification of the annual general financial statement of the Corporation.

d/ Promulgation of the Financial Regulations applied to the Corporation, and ratification of the Financial Regulations of the Vietnam National Coffee Corporation;

3. The Corporation shall submit to the control and inspection in the financial and other domains of the Ministry of Finance;

4. The Corporation is entitled to propose solutions, mechanisms and policies regarding financial and credit domains and other matters related to the Corporation. It may propose the Ministry of Finance to ratify and organize the transfer of properties of great value, the contribution of capital to the investment cooperation projects with foreign countries and other economic sectors, the above norm credit relations, the implementation of the financial obligations, the distribution of after tax profits, the dissolution and liquidation of properties of the Corporation, the supplementation of the State budgetary capital to the Corporation.

Article 40.- Relations with the Ministry of Agriculture and Food Industry:

1. With its function of State management for economic and technical service, the Ministry of Agriculture and Food Industry shall regulate the Corporation on the following questions:

a/ To issue product criteria, technological norms, including imported detached and complete equipment, technical-economic criteria, and to directly inspect and supervise the Corporation in the realization of these criteria and norms.

b/ To work out and issue the planning and orientation for technical-economic development of the service, and to directly control the Corporation in the realization of these regulations.

c/ The Corporation shall have to carry out the above regulations of the Ministry of Agriculture and Food Industry, and may make suggestions to the Ministry regarding the above questions.

2. With the task assigned by the State to carry out a number of functions of the owner, the Ministry of Agriculture and Food Industry shall direct the work of the Corporation in these domains:

a/ Together with the agency accredited by the Prime Minister, it shall prepare for submission to the Prime Minister to appoint, dismiss, commend and discipline the members of the Managing Board and the General Director of the Corporation;

b/ To appoint, dismiss, commend and discipline the Deputy General Directors of the Corporation according to the modalities of appointment and dismissal of officials defined by the Prime Minister. To nominate the representative of the Ministry to join in the Control Commission of the Corporation;

c/ To take part in the allocation of capital and other resources to the Corporation, to inspect the activities of the Corporation. The Corporation shall have to make reports as prescribed by the State and other reports at the request of the Ministry;

d/ To direct the Corporation in meeting the demands of the market, and carry out the stabilization of prices for the coffee growers as prescribed by the State;

e/ The Corporation shall also be submit to the control and supervision by the Ministry of Agriculture and Food Industry with the scope of other functions of the Ministry as stipulated by law.

Article 41.- The other Ministries, the other ministerial-level Agencies, the other Agencies attached to the Government, in their capacity as State management agencies, shall influence the work of the Corporation in the following areas:

1. To carry out the technical-economic norms, product criteria, product quality in conformity with the service criteria and related national criteria.

2. To carry out the stipulations on environmental protection.

3. To take part in the evaluation of the investment projects according to the strategy and plan for economic-technical service and planning according to the economic areas.

4. To carry out the stipulations on external relations and import - export.

5. To ensure the realization of the interests and obligations with regard to the laborers as prescribed by law.

6. The Corporation shall submit to the control and supervision of the these agencies in the areas according to the functions assigned by law to these agencies.

Article 42.- Relations with the local administrations at various levels:

With regard to the local administrations at various levels in their capacity as State management agencies along the territorial line, the Corporation shall submit to their State management and observe the administrative regulations, and carry out its obligations toward the People's Councils, the People's Committee at various levels as prescribed by law. At the same time, the local administrations shall at various levels shall create conditions for the Corporation to carry out its socio-economic development program, and to ensure national security and defense.

Chapter X

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 43.- The reorganization of the Corporation shall be proposed by the Managing Board. The Minister of Agriculture and Food Industry, and the Chairman of the Government Commission on Organization and Personnel shall consider and submit to the Prime Minister for decision.

Article 44.- The Corporation shall be dissolved when the Prime Minister sees no need to maintain it. On its dissolution, the Prime Minister shall set up the Council for the Dissolution of the Corporation. The remaining property of the dissolved Corporation after payment of the debts due under provisions of law shall belong to State ownership.

Article 45.- The reorganization, splitting, merger, dissolution and the organization of new member units of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

Article 46.- When the Corporation and its member units lose their capability of payment of due debts, they shall be dealt with according to the Law on Bankruptcy.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 47.- This Statute applies to the Vietnam National Coffee Corporation. All individuals and member units of the Corporation have to comply with this Statute.

The Statute takes effect from the date of the signing of the promulgation Decree.

Article 48.-

1. Basing themselves on the Law on State Enterprises and this Statute of the Cooperation, the member units of the Corporation shall, depending on their forms of organization, draft their own Statutes or Organizational and Operational Regulations, and the General Director shall submit them to the Managing Board for ratification. The Statutes and Regulations of the member units of the Corporation must be not contrary to this Statute.

2. If the need arises to supplement or amend this Statute, the Managing Board of the Vietnam National Coffee corporation shall submit them to the Prime Minister for decision. If the member units of the Corporation need to amend or supplement their own Statues or their Regulations on organization and operation, the General Director shall have to submit the proposal to the Managing Board for decision.

Article 49.- In case the documents of the Government, the Ministries, the ministerial-level Agencies, the Agencies attached to the Government, the People's Committees in the provinces and cities directly under the Central Government and the Decision on the Establishment of the Member Enterprises provide otherwise than this Statute, this Statute of the Corporation shall be complied with if the Government so permits.

Article 50.- In the process of implementation, the Vietnam National Coffee Corporation shall sum up its experiences in all areas of activities in order to propose to the Government to decide on the necessary amendments and supplements to this Statute.

On behalf of the Government

Prime Minister

VO VAN KIET

APPENDIX

(attached to the Statute on Organization and Operation of the Vietnam National Coffee Corporation)

MEMBER UNITS OF THE VIETNAM NATIONAL COFFEE CORPORATION

(at the time of the establishment of the Corporation)

I. MEMBER UNITS WITH INDEPENDENT ACCOUNTING:

1. Plantation No.717.

2. Plantation No.714.

3. Plantation No.716.

4. Coffee Plantation No.715A.

5. Coffee Plantation No.715B.

6. Coffee Plantation No.715C.

7. United Agro-Industrial-Forestry Enterprise No.333.

8. Plantation No.718.

9. Plantation No.719.

10. Coffee Plantation No.720.

11. Coffee Plantation No.721.

12. Plantation No.722.

13. Coffee Plantation No.49.

14. Coffee Plantation No.52.

15. The Tay Nguyen Coffee Material Company.

16. Brick and Tile Enterprise No.20.

17. The Construction and Engineering Enterprise.

18. The Viet-Duc United Coffee Enterprise.

19. United Coffee Enterprise No.331.

20. The Ia Sao Plantation.

21. The Ia Sao Plantation I.

22. The Ia Sao Plantation II.

23. The Ia Cham Plantation.

24. The Ia Grai Plantation.

25. Plantation No.705.

26. The Dac Uy Plantation I.

27. The Dac Uy Plantation II.

28. The Dac Uy Plantation III.

29. The Ea Sim Coffee Plantation.

30. The Chu Quynh Coffee Plantation.

31. The Ea Ktur Coffee Plantation.

32. The Ea Tieu Coffee Plantation.

33. The Ea Chu Cap Coffee Plantation.

34. The Ea H'nin Coffee Plantation.

35. The Viet-Duc Engineering and Construction Enterprise.

36. The D'rao Plantation.

37. The Doan Ket Plantation.

38. The Ea Tul Plantation.

39. The Agricultural Engineering Construction Company.

40. The Irrigation Construction and Transport Enterprise.

41. The Coffee Processing Engineering Enterprise.

42. The Land Reclamation and Field Construction Enterprise.

43. Transportation Enterprise No.331.

44. The Ia Blan Plantation.

45. The Coffee Import-Export Service Company III.

46. The Dac Uy Plantation IV.

47. Plantation No.701.

48. The Dac Uy Agricultural Irrigation Enterprise.

49. The Coffee Processing and Supplying Import-Export Company.

50. The Bien Hoa Coffee Plant.

51. The Agriculture Trade and Tourist Company.

52. The Hanoi Coffee Import-Export Company I.

53. The Coffee Products Supplying and Exposition Company.

54. The Coffee Import-Export Service Company II.

55. The Export Coffee Material Processing and Supplying Company.

56. The Tan Lam Pepper United Enterprise.

57. The EaBa Coffee Plantation.

58. The Buon Kit Coffee Plantation.

59. The Van Hoa Coffee Plantation.

60. The Son Thanh Coffee Plantation.

61. The Lam Dong Coffee Plantation I.

62. The Lam Dong Coffee Company II.

II. NON-BUSINESS UNITS:

1. The Coffee Research and Quality Control Center.

2. The Rehabilitation and Occupational Disease Treatment Center for Coffee Workers.

3. The Ea Kmat Coffee Research Institute.

4. The Coffee Technical and Professional Management School.

5. General Hospital No.333.

6. The Viet-Duc Coffee Hospital.

7. Coffee Hospital No.5.

8. Hospital No.331.-